UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
_______________________________________
26 Capital Acquisition Corp.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
90138P100
(CUSIP Number)
December 31, 2023
(Date of Event which Requires Filing of this Statement)
_______________________________________
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☒
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Rule 13d-1(d)
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 90138P100
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1.
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Names of Reporting Persons
MOORE CAPITAL MANAGEMENT, LP
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2.
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Check the Appropriate Box If a Member of a Group (See Instructions)
a. ☐ b. ☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
DELAWARE
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented By Amount in Row (9)
0%
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12.
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Type of Reporting Person (See Instructions)
PN; IA
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CUSIP NO. 90138P100
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1.
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Names of Reporting Persons
MMF LT, LLC
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2.
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Check the Appropriate Box If a Member of a Group (See Instructions)
a. ☐ b. ☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
DELAWARE
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented By Amount in Row (9)
0%
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12.
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Type of Reporting Person (See Instructions)
OO
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CUSIP NO. 90138P100
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1.
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Names of Reporting Persons
MOORE GLOBAL INVESTMENTS, LLC
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2.
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Check the Appropriate Box If a Member of a Group (See Instructions)
a. ☐ b. ☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
DELAWARE
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented By Amount in Row (9)
0%
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12.
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Type of Reporting Person (See Instructions)
OO
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CUSIP NO. 90138P100
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1.
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Names of Reporting Persons
MOORE CAPITAL ADVISORS, L.L.C.
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2.
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Check the Appropriate Box If a Member of a Group (See Instructions)
a. ☐ b. ☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
DELAWARE
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented By Amount in Row (9)
0%
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12.
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Type of Reporting Person (See Instructions)
OO
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CUSIP NO. 90138P100
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1.
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Names of Reporting Persons
LOUIS M. BACON
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2.
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Check the Appropriate Box If a Member of a Group (See Instructions)
a. ☐ b. ☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
UNITED STATES
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented By Amount in Row (9)
0%
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12.
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Type of Reporting Person (See Instructions)
IN
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Item 1(a).
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Name of Issuer:
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26 Capital Acquisition Corp. (the “Issuer”).
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Item 1(b).
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Address of the Issuer’s Principal Executive Offices:
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OfficeEdge Miami
701 Brickell Avenue, Suite 1550
Miami, Florida 33131
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Item 2(a).
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Name of Person Filing
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This statement is being filed (1) by Moore Capital Management, LP, a Delaware limited partnership (“MCM”), (2) by MMF LT, LLC, a Delaware limited liability company (“MMF”), (3)
by Moore Global Investments, LLC, a Delaware limited liability company (“MGI”), (4) by Moore Capital Advisors, L.L.C., a Delaware limited liability company (“MCA”) and (5) by Louis M. Bacon (“Mr. Bacon”), a United States citizen, in his capacity as
chairman, chief executive officer and director of MCM. MCM, as the investment manager of MMF, had voting and investment control over the shares previously held by MMF. MGI and MCA are the sole owners of MMF. Mr. Bacon is the indirect majority owner
of and controls MCM and its general partner, MCA, and is the indirect majority owner of MMF. This statement relates to Shares (as defined below) previously held by MMF. Each of MCM, MMF, MGI, MCA and Mr. Bacon, in the capacities set forth above, may
have been deemed to have been the beneficial owner of Shares, as applicable.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The principal business office of each of MCM, MMF, MGI, MCA and Mr. Bacon is located at 11 Times Square, 39th Floor, New York, New York 10036.
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Item 2(c).
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Citizenship:
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i) MCM is a Delaware limited partnership;
ii) MMF is a Delaware limited liability company;
iii) MGI is a Delaware limited liability company;
iv) MCA is a Delaware limited liability company; and
v) Mr. Bacon is a United States citizen.
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Item 2(d).
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Title of Class of Securities:
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Class A Common Stock, par value $0.0001 per share (the “Shares”).
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Item 2(e).
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CUSIP Number:
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90138P100
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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This Item 3 is not applicable.
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Item 4.
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Ownership:
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Item 4(a).
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Amount Beneficially Owned:
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Items 5 through 9 and 11 of each of the cover pages to this Schedule
13G are incorporated herein by reference.
As of December 31, 2023:
Each of MCM, MMF, MGI, MCA and Mr. Bacon did not beneficially own any Shares.
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Item 4(b).
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Percent of Class:
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As of December 31, 2023:
Each of MCM, MMF, MGI, MCA and Mr. Bacon beneficially owned 0% of the Issuer’s outstanding Shares.
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Item 4(c).
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Number of shares as to which such person has:
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As of December 31, 2023:
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MCM
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(i)
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Sole power to vote or direct the vote
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0
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(ii)
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Shared power to vote or to direct the vote
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0
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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(iv)
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Shared power to dispose or to direct the disposition of
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0
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MMF
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(i)
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Sole power to vote or direct the vote
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0
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(ii)
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Shared power to vote or to direct the vote
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0
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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(iv)
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Shared power to dispose or to direct the disposition of
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0
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MGI
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(i)
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Sole power to vote or direct the vote
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0
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(ii)
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Shared power to vote or to direct the vote
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0
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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(iv)
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Shared power to dispose or to direct the disposition of
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0
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MCA
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(i)
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Sole power to vote or direct the vote
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0
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(ii)
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Shared power to vote or to direct the vote
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0
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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(iv)
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Shared power to dispose or to direct the disposition of
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0
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Mr. Bacon
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(i)
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Sole power to vote or direct the vote
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0
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(ii)
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Shared power to vote or to direct the vote
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0
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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(iv)
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Shared power to dispose or to direct the disposition of
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0
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Item 5.
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the
class of securities, check the following ☒.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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This Item 6 is not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
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This Item 7 is not applicable.
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Item 8.
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Identification and Classification of Members of the Group:
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This Item 8 is not applicable.
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Item 9.
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Notice of Dissolution of Group:
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This Item 9 is not applicable.
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Item 10.
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Certification:
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This Item 10 is not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
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Date: February 14, 2024
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MOORE CAPITAL MANAGEMENT, LP
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By:
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/s/ James E. Kaye
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James E. Kaye
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Vice President
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Date: February 14, 2024
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MMF LT, LLC
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By:
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/s/ James E. Kaye
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James E. Kaye
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Vice President
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Date: February 14, 2024
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MOORE GLOBAL INVESTMENTS, LLC
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By: Moore Capital Management, LP
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By:
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/s/ James E. Kaye
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James E. Kaye
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Vice President
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Date: February 14, 2024
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MOORE CAPITAL ADVISORS, L.L.C.
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By:
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/s/ James E. Kaye
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James E. Kaye
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Vice President
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Date: February 14, 2024
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LOUIS M. BACON
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By:
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/s/ James E. Kaye
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James E. Kaye
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Attorney-in-Fact
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EXHIBIT INDEX
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A.
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Joint Filing Agreement, dated as of February 14, 2024, by and between Moore Capital Management, LP, MMF LT, LLC, Moore Global Investments, LLC, Moore Capital Advisors, L.L.C. and Louis M.
Bacon
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B.
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Power of Attorney, dated as of February 10, 2022, granted by Louis M. Bacon in favor of James E. Kaye and James Danza
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock, par value $0.0001 per share, of 26 Capital Acquisition Corp. dated as of February 14, 2024, is, and
any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
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Date: February 14, 2024
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MOORE CAPITAL MANAGEMENT, LP
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By:
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/s/ James E. Kaye
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James E. Kaye
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Vice President
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Date: February 14, 2024
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MMF LT, LLC
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By:
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/s/ James E. Kaye
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James E. Kaye
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Vice President
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Date: February 14, 2024
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MOORE GLOBAL INVESTMENTS, LLC
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By: Moore Capital Management, LP
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By:
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/s/ James E. Kaye
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James E. Kaye
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Vice President
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Date: February 14, 2024
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MOORE CAPITAL ADVISORS, L.L.C.
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By:
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/s/ James E. Kaye
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James E. Kaye
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Vice President
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Date: February 14, 2024
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LOUIS M. BACON
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By:
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/s/ James E. Kaye
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James E. Kaye
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Attorney-in-Fact
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EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, Louis M.
Bacon, hereby make constitute and appoint each of James E. Kaye and James Danza, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name (a) in my personal capacity or (b) in my capacity as Chairman and Chief
Executive Officer of each of Moore Capital Management, LP and Moore Capital Advisors, L.L.C. and their respective affiliates all documents, certificates, instruments, statements, filing and agreements ("documents") to be filed with or delivered to
any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other
investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the
Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section
16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k), and (c) any initial statements of, or states of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the February 10, 2022.
/s/ Louis M. Bacon
Louis M. Bacon